UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 13, 2015 (April 10, 2015)
NEWTEK BUSINESS SERVICES CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 814-01035 | 46-3755188 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
212 West 35th Street, Second Floor, New York, NY 10001
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 356-9500
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 10, 2015, the Board of Directors (the “Board”) of Newtek Business Services Corp. (the “Company”) accepted the resignation of David Beck from his position as a member of the Board, effective immediately, and appointed Richard J. Salute to fill the vacancy. Mr. Salute will also serve as chairman of the Audit Committee. Mr. Salute will serve on the Board from April 10, 2015 until the date of the 2017 annual meeting of stockholders of the Company, at which time stockholders will have an opportunity to elect him to a subsequent three-year term, or until his successor is duly elected and qualified.
Mr. Salute served as a Managing Partner of the Long Island office of CohnReznick, where he was the Capital Markets and SEC Practice Director until his retirement in April of 2012. Prior to CohnReznick, Mr. Salute spent nearly 30 years at Arthur Anderson, a global accounting firm, managing complex audits for medium- and large-sized public and private companies, and was responsible for providing his clients with strategic planning services as well as consultation in areas of corporate finance, mergers and acquisitions and process evaluation. Mr. Salute is a Certified Public Accountant and earned a Bachelor’s degree in Accounting from Adelphi University. He was also an instructor for Adelphi University’s MBA program. He is a member of the American Institute of Certified Public Accountants and The New York Society of Certified Public Accountants.
Mr. Salute is not an “interested person” of the Company as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). Mr. Salute was not appointed to the Board pursuant to any arrangement or understanding with any other person, and there are no current or proposed transactions between the Company and Mr. Salute or his immediate family members which would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”).
Mr. Salute will receive director fees consistent with the director compensation arrangement as described in the Company’s definitive joint proxy statement/ prospectus filed with the SEC on September 30, 2014, and incorporated by reference into this Item 5.02.
Item 8.01 Other Events.
The Company issued a press release on April 13, 2015 to announce these changes, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release dated April 13, 2015 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 13, 2015 | NEWTEK BUSINESS SERVICES CORP. | |||||
| By: | /s/ Barry Sloane | |||||
| Barry Sloane | ||||||
| Chairman of the Board and Chief Executive Officer | ||||||
Exhibit 99.1
Richard J. Salute Appointed to the Board of Directors of Newtek Business Services Corp.
NEW YORK, April 13, 2015 /PRNewswire/ — Newtek Business Services Corp., (NASDAQ: NEWT), an internally managed business development company (“BDC”), today announced the appointment of Richard J. Salute, CPA, as an independent director to Newtek’s board of directors (the “Board”), effective immediately. A veteran accounting and audit executive, with over 40 years’ of experience, Mr. Salute will replace David Beck on the Board and will serve as Chairman of the Audit Committee. Mr. Beck is retiring at the age of 72 after 12 years of service on Newtek’s Board.
Mr. Salute served as a Managing Partner of the Long Island office of CohnReznick, where he was the Capital Markets and SEC Practice Director until his retirement in April of 2012. Additionally, during his tenure at CohnReznick, he was the engagement partner on Newtek’s account for approximately 5 years through 2010. Prior to CohnReznick, Mr. Salute spent nearly 30 years at Arthur Anderson, a global accounting firm, managing complex audits for medium- and large-sized public and private companies, and was responsible for providing his clients with strategic planning services as well as consultation in areas of corporate finance, mergers and acquisitions and process evaluation. Throughout his career, Mr. Salute has been the key accounting and finance professional in numerous initial public offerings and had an integral role in raising capital in the public markets for many of his clients. During his career, he has represented a multitude of publicly traded clients.
Barry Sloane, President, Chairman and Chief Executive Officer of Newtek Business Services Corp. said, “We are extremely pleased to welcome Richard Salute to our Board. We are constantly positioning our organization to be a significantly larger and better-positioned BDC. We believe the addition of Richard to our Board and as the Chairman of our Audit Committee will help us accomplish these objectives. His experience as an audit partner at major accounting firms as well as his experience as Newtek’s audit partner for 5 years, through 2010, will make a meaningful contribution as we continue our transformation and growth as a BDC. With his vast amount of relationships across the Tri-state area and the Northeast, we look forward to him expanding our introductions to market participants and supporting the development and growth of our business.”
Mr. Salute is a Certified Public Accountant and earned a Bachelor’s degree in Accounting from Adelphi University. He was also an instructor for Adelphi University’s MBA program. He is a member of the American Institute of Certified Public Accountants and The New York Society of Certified Public Accountants.
About Newtek Business Services Corp.
Newtek Business Services Corp., The Small Business Authority®, is an internally managed BDC, which along with its controlled portfolio companies, provides a wide range of business services and financial products under the Newtek® brand to the small- and medium-sized business (“SMB”) market. Since 1999, Newtek has provided state-of-the-art, cost-efficient products and services and efficient business strategies to over 100,000 SMB accounts across all 50 States to help them grow their sales, control their expenses and reduce their risk.
Newtek’s products and services include: Business Lending, Electronic Payment Processing, Managed Technology Solutions (Cloud Computing), eCommerce, Accounts Receivable Financing, The Secure Gateway, The Newtek Advantage™, Insurance Services, Web Services, Data Backup, Storage and Retrieval and Payroll.
The Small Business Authority® is a registered trademark of Newtek Business Services Corp., and neither are a part of or endorsed by the U.S. Small Business Administration.
Note Regarding Forward Looking Statements
Statements in this press release including statements regarding Newtek’s beliefs, expectations, intentions or strategies for the future may be “forward-looking statements.” All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, intensified competition, operating problems and their impact on revenues and profit margins, anticipated future business strategies and financial performance, anticipated future number of customers, business prospects, legislative developments and similar matters. Risk factors, cautionary statements and other conditions, which could cause Newtek’s actual results to differ from management’s current expectations, are contained in Newtek’s filings with the Securities and Exchange Commission and available through www.sec.gov
For more information, please visit the following websites:
www.thesba.com
Contacts:
Newtek Business Services Corp.
Barry Sloane
Chairman and CEO
212-356-9500
bsloane@thesba.com
FROM:
Newtek Business Services Corp.
http://www.thesba.com
Investor Relations
Contact: Jayne Cavuoto
Telephone: (212) 273-8179 / jcavuoto@thesba.com
Public Relations
Contact: Simrita Singh
Telephone: (212) 356-9566 / ssingh@thesba.com